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    You are in: Home / Recipes / Fall to Your Knees Macaroni and Cheese Recipe
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    Fall to Your Knees Macaroni and Cheese

    Total Time:

    Prep Time:

    Cook Time:

    47 mins

    17 mins

    30 mins

    Chef Mommie's Note:

    I got this recipe off of TV this morning and it appeared to be as good as Carnie Wilson says it is. She has a cookbook out and I told my husband that he has to get it for me TODAY! The people on the show that ate it, showed true pleasure in doing so.

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    Units: US | Metric


    1. 1
      Grease a 13 x 9 nonstick metal baking pan with 1 Tbsp butter.
    2. 2
      Preheat oven to 350.
    3. 3
      Prepare macaroni according to package directions, cook until al dente.
    4. 4
      Add a pinch of salt and a dash of olive oil to the boiling water while cooking.
    5. 5
      Drain pasta well and pour into the baking pan.
    6. 6
      In a large mixing bowl, add the heavy cream, half-and-half, and sour cream.
    7. 7
      Break the cream cheese into small pieces and add it to the bowl.
    8. 8
      Add the egg, flour, worcestershire, garlic and onion powder, dry mustard, cayenne pepper, and nutmeg.
    9. 9
      Combine very well with a wire whisk to break up the cream cheese. It will still look lumpy when your done.
    10. 10
      Place and push down the Velveeta and White Vermont cheddar cubes into the pasta. Work your way around the whole dish, through and toward the middle (they don't have to be completely pushed to the bottom because they will spring up , but just push them down as best you can). Now sprinkle the wondeful Gruyère cheese evenly over the top.
    11. 11
      Pour the mixture on top evenly, covering all of it.
    12. 12
      Gently shake the pan afterwards to make sure that the liquid is even.
    13. 13
      Push down and make little holes into the mixture with your fingers. (You're just helping to get some of that Gruyère down deeper below the surface.).
    14. 14
      Sprinkle the Jack-and-Cheddar combo over the mixture and sprinkle the paprika on top.
    15. 15
      Put in the oven on the middle rack.
    16. 16
      Bake until brown and bubbly. (30-45 minutes).

    Browse Our Top Elbow Macaroni Recipes

    Ratings & Reviews:

    • on November 25, 2010


      i am a black woman and in my culture we are SERIOUS about our mac and cheese. I just made this for thanksgiving and WOW!.. it is the best! I have finally found that mac and cheese recipe i have been looking for. However, this cannot be made too is too rich, but for those special occasions, i will use this recipe all the time. the gruyere cheese is very expensive, however very delicious, but i am sure that it will work just as well without it too, just add some swiss or extra monterey or cheddar. Also, I left out some of the seasonings like the garlic and the worcheshire. It still came out delicious. I encourage everyone to try this. Thanks Miss Wilson!

      person found this review Helpful. Was this review helpful to you? Yes | No
    • on December 25, 2014


      I also was watching GMA when Carnie Wilson made this. This is now a holiday dish everything Thanksgiving, Christmas, New Year"s, Easter, Presidnent's Day...Just kidding. Seriously, this is the BEST! The leftovers (if there are any) are really good. It does take a while and the cheese can be expensive but it is oh so worth it. My family loves it. I have made it the past 3 Christmas's and will continue to have it on my Thanksgiving and Christmas menus for many years to come.

      people found this review Helpful. Was this review helpful to you? Yes | No
    • on December 09, 2011

      The best recipe for mac and cheese there is! It's expensive to make so I only do it once a year. It serves more then 8 (I'd say more then 10 for sure) and leftovers (if there are any) freeze well. I've wanted to try to make it without Gruyere but I'm too scared to mess up a good thing. I do use the 'processed' Gruyere which cuts down a little bit.

      people found this review Helpful. Was this review helpful to you? Yes | No

    Read All Reviews (7)


    Nutritional Facts for Fall to Your Knees Macaroni and Cheese

    Serving Size: 1 (248 g)

    Servings Per Recipe: 10

    Amount Per Serving
    % Daily Value
    Calories 792.8
    Calories from Fat 506
    Total Fat 56.2 g
    Saturated Fat 34.0 g
    Cholesterol 203.6 mg
    Sodium 1074.6 mg
    Total Carbohydrate 36.4 g
    Dietary Fiber 1.3 g
    Sugars 4.8 g
    Protein 35.4 g

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